Obligation JPMorgan Chase 4.6% ( US48128BAG68 ) en USD

JPMorgan Chase

100 % ▲

Etas-Unis

US48128BAG68 ( en USD )

4.6% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation JP Morgan US48128BAG68 en USD 4.6%, échéance Perpétuelle

1 000 USD

3 000 000 000 USD

48128BAG6

BBB- ( Qualité moyenne inférieure )

N/A

01/08/2026 ( Dans 175 jours )

JPMorgan Chase & Co. est une société multinationale de services financiers américaine, offrant des services bancaires d'investissement, de gestion de patrimoine, de banque commerciale et de cartes de crédit à une clientèle mondiale.

L'Obligation émise par JPMorgan Chase ( Etas-Unis ) , en USD, avec le code ISIN US48128BAG68, paye un coupon de 4.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par JPMorgan Chase ( Etas-Unis ) , en USD, avec le code ISIN US48128BAG68, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-230098
Prospe c t us Supple m e nt
(To Prospectus dated April 11, 2019)

3,000,000 DEPOSITARY SHARES
EACH REPRESENTING A ONE-TENTH INTEREST IN A SHARE OF
FIXED-TO-FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES HH
We are offering 3,000,000 depositary shares, each representing a one-tenth interest in a share of our perpetual Fixed-to-Floating Rate Non-Cumulative
Preferred Stock, Series HH, $1 par value, with a liquidation preference of $10,000 per share (equivalent to $1,000 per depositary share) (the "Preferred
Stock"). Each depositary share entitles the holder, through the depositary, to a proportional fractional interest in all rights, powers and preferences of the
Preferred Stock represented by the depositary share.
We will pay dividends on the Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of our board, from the
date of issuance to, but excluding February 1, 2025, at a rate of 4.60% per annum, payable semiannually in arrears, on February 1 and August 1 of each
year, beginning on August 1, 2020. From and including February 1, 2025, we will pay dividends when, as, and if declared by our board or such committee
at a floating rate equal to a benchmark rate (which is expected to be Three-Month Term SOFR) plus a spread of 3.125% per annum, payable quarterly in
arrears, on February 1, May 1, August 1 and November 1 of each year, beginning on May 1, 2025. Dividends on the Preferred Stock will not be cumulative.
Upon the payment of any dividends on the Preferred Stock, holders of depositary shares will receive a related proportionate payment.
We may redeem the Preferred Stock on any dividend payment date on or after February 1, 2025, in whole or from time to time in part, at a redemption
price equal to $10,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any
undeclared dividends. We may also redeem the Preferred Stock upon certain events involving capital treatment as described in this prospectus supplement,
subject to regulatory approval. If we redeem any Preferred Stock, the depositary will redeem the related depositary shares.
The dividend rate on the Preferred Stock during the Floating Rate Period may be determined based on a rate other
t ha n T hre e -M ont h T e rm SOFR. Se e "Risk Fa c t ors " be ginning on pa ge S -7 for a disc ussion of t his a nd c e rt a in ot he r
risk s t ha t you should c onside r in c onne c t ion w it h a n inve st m e nt in t he de posit a ry sha re s.
Neither the Preferred Stock nor the depositary shares are deposits or other obligations of a bank or are insured by the Federal Deposit Insurance Corporation
or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the depositary shares or Preferred
Stock or determined that this prospectus supplement or the attached prospectus is accurate or complete. Any representation to the contrary is a criminal
offense.

Per
Depositary

Share

Total

Public Offering Price(1)

$ 1,000.00
$ 3,000,000,000
Underwriting Commissions

$
10.00
$
30,000,000
Proceeds (before expenses)(1)

$
990.00
$ 2,970,000,000
(1) The public offering price does not include accumulated dividends, if any, that may be declared. Dividends, if declared, will accumulate from the date
of original issuance, which is expected to be January 23, 2020.
We do not intend to list the depositary shares or the Preferred Stock on any securities exchange. Currently, there is no public trading market for the
depositary shares or the Preferred Stock.
We expect to deliver the depositary shares to investors through the book-entry delivery system of The Depository Trust Company and its direct
participants, including Euroclear Bank SA/NV and Clearstream Banking, S.A., on or about January 23, 2020.
Our affiliates, including J.P. Morgan Securities LLC, may use this prospectus supplement and the attached prospectus in connection with offers and sales
of the depositary shares in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales will be made
at prices related to market prices at the time of sale.

J .P. M orga n
January 15, 2020
Table of Contents
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In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus
supplement and the attached prospectus and any relevant free writing prospectus. We have not authorized anyone to provide you with any other
information. If you receive any information not authorized by us, you should not rely on it.

We are offering to sell the depositary shares only in places where sales are permitted.

You should not assume that the information contained or incorporated by reference in this prospectus supplement or the attached prospectus or
any relevant free writing prospectus is accurate as of any date other than its respective date.

TABLE OF CONTENTS

Page

Prospectus Supplement

Summary
S-3
Risk Factors
S-7
JPMorgan Chase & Co.
S-14
Where You Can Find More Information About JPMorgan Chase
S-15
Use of Proceeds
S-16
Description of the Preferred Stock
S-17
Description of the Depositary Shares
S-30
Registration and Settlement
S-33
Certain United States Federal Income Tax Considerations
S-34
Certain ERISA Considerations
S-40
Underwriting
S-44
Conflicts of Interest
S-46
Independent Registered Public Accounting Firm
S-47
Legal Opinions
S-47
Page

Prospectus

Summary

2
Where You Can Find More Information About JPMorgan Chase

6
Important Factors That May Affect Future Results

7
Use of Proceeds

9
Description of Debt Securities

10
Description of Preferred Stock

20
Description of Depositary Shares

33
Description of Common Stock

34
Description of Securities Warrants

35
Description of Currency Warrants

36
Description of Units

38
Book-Entry Issuance

39
Plan of Distribution

43
Independent Registered Public Accounting Firm

44
Legal Opinions

44

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SUMMARY
The following information about the depositary shares and the Preferred Stock summarizes, and should be read in conjunction with, the information
contained in this prospectus supplement and in the attached prospectus.

Securities Offered
We are offering 3,000,000 depositary shares, each of which represents a one-tenth interest in a share of our Preferred Stock, with each share of
Preferred Stock having a liquidation preference of $10,000 per share (equivalent to $1,000 per depositary share). Each depositary share entitles the
holder to a proportional fractional interest in the Preferred Stock represented by that depositary share, including dividend, liquidation, redemption and
voting rights.
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In addition, we may from time to time elect to issue additional depositary shares representing shares of the Preferred Stock, and all the additional
shares would be deemed to form a single series with the depositary shares representing shares of the Preferred Stock offered by this prospectus
supplement.

Dividends
Holders of the Preferred Stock will be entitled to receive, when, as, and if declared by our board of directors or any duly authorized committee of our
board of directors, out of assets legally available for payment, non-cumulative cash dividends based on the liquidation preference of $10,000 per share
of the Preferred Stock (equivalent to $1,000 per depositary share).

If declared by our board of directors or any duly authorized committee of our board of directors, we will pay dividends on the Preferred Stock (i)
during the period from the original issue date of the Preferred Stock to, but excluding, February 1, 2025 (the "Fixed Rate Period"), semi-annually in
arrears, on February 1 and August 1 of each year, beginning on August 1, 2020, and (ii) during the period from February 1, 2025 through the
redemption date of the Preferred Stock, if any (the "Floating Rate Period"), quarterly in arrears, on February 1, May 1, August 1 and November 1 of
each year, beginning on May 1, 2025 (each such day on which dividends are payable, a "dividend payment date"). We refer to the period from and
including any dividend payment date to but excluding the next dividend payment date as a "dividend period," provided that the initial dividend period
will be the period from and including the original issue date of the Preferred Stock to but excluding the next dividend payment date.

Dividends on the Preferred Stock will accrue from the original issue date at a rate equal to (i) 4.60% per annum for each semi-annual dividend period
during the Fixed Rate Period and (ii) a benchmark rate (which is expected to be Three-Month Term SOFR) plus a spread of 3.125% per annum for
each quarterly dividend period during the Floating Rate Period. Upon the payment of any dividends on the Preferred Stock, holders of depositary
shares will receive a related proportionate payment.

If the calculation agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have
occurred with respect to Three-Month Term SOFR, then the provisions set forth below under the heading "Description of the Preferred Stock--Effect
of Benchmark Transition Event", which we refer to as the benchmark transition provisions, will thereafter apply to all determinations of the dividend
rate on the Preferred Stock for each dividend period during the Floating Rate Period. In accordance with the benchmark transition provisions, after a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the amount of dividends that will accrue on the Preferred
Stock for each dividend period during the Floating Rate Period will be an annual rate equal to the sum of the Benchmark Replacement (as defined
below) and the spread of 3.125 % per annum.

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Dividends on shares of the Preferred Stock will be non-cumulative. To the extent that any dividends on shares of the Preferred Stock with respect to
any dividend period are not declared and paid, in full or otherwise, on the dividend payment date for such dividend period, then such unpaid dividends
will not cumulate and will cease to accrue and be payable, and we will have no obligation to pay, and the holders of shares of the Preferred Stock will
have no right to receive, accrued and unpaid dividends for such dividend period on or after the dividend payment date for such dividend period,
whether or not dividends are declared for any subsequent dividend period with respect to the Preferred Stock or for any future dividend period with
respect to any other series of our preferred stock or our common stock. In such a case, no dividends will be paid on the depositary shares.

We will not declare or pay or set aside for payment full dividends on any of our preferred stock ranking as to dividends on a parity with or junior to
the Preferred Stock for any period unless full dividends on the shares of the Preferred Stock for the most recently completed dividend period have
been or contemporaneously are declared and paid (or have been declared and a sum sufficient for the payment thereof has been set aside for such
payment). When dividends are not paid in full on the Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with
the Preferred Stock, all dividends declared and paid upon the shares of the Preferred Stock and any other series of preferred stock ranking on a parity
as to dividends with the Preferred Stock will be declared and paid pro rata.

So long as any shares of the Preferred Stock are outstanding, unless full dividends on all outstanding shares of the Preferred Stock have been declared
and paid or a sum sufficient for the payment thereof set aside for such payment in respect of the most recently completed dividend period:

· no dividend (other than a dividend in common stock or in any other capital stock ranking junior to the Preferred Stock as to dividends
and upon liquidation, dissolution or winding-up) will be declared or paid or a sum sufficient for the payment thereof set aside for such
payment or other distribution declared or made upon our common stock or upon any other capital stock ranking junior to the Preferred
Stock as to dividends or upon liquidation, dissolution or winding-up, and

· no common stock or other capital stock ranking junior to or on a parity with the Preferred Stock as to dividends or upon liquidation,
dissolution or winding-up will be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any shares of any such capital stock) by us,

subject to certain limited exceptions described under "Description of the Preferred Stock--Dividends".

Rights upon Liquidation

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In the event of our voluntary or involuntary liquidation, dissolution or winding-up, holders of the Preferred Stock will be entitled to receive and to be
paid out of our assets legally available for distribution to our stockholders the amount of $10,000 per share (equivalent to $1,000 per depositary
share), plus an amount equal to any declared and unpaid dividends, without accumulation of undeclared dividends, before we make any payment or
distribution on our common stock or on any other capital stock ranking junior to the Preferred Stock upon our liquidation, dissolution or winding-up.
After the payment to the holders of the shares of the Preferred Stock of the full preferential amounts to which they are entitled, the holders of the
Preferred Stock as such will have no right or claim to any of our remaining assets. If, upon our voluntary or involuntary liquidation, dissolution or
winding-up, we fail to pay in full the amounts payable with respect to the Preferred Stock and any other shares of our capital stock ranking as to any
such distribution of our assets on a parity with the Preferred Stock, the holders of the Preferred Stock and of such other shares will share ratably in any
such distribution of our assets in

S-4
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proportion to the full respective distributions to which they are entitled. Neither the sale of all or substantially all of our property or business, nor our
merger or consolidation into or with any other entity or the merger or consolidation of any other entity into or with us, will be deemed to be a
liquidation, dissolution or winding-up, voluntary or involuntary, of us.

Optional Redemption
The Preferred Stock is perpetual and has no maturity date. We may redeem, out of assets legally available therefor, the Preferred Stock on any
dividend payment date on or after February 1, 2025, in whole, or from time to time in part, at a redemption price equal to $10,000 per share
(equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of undeclared dividends. In addition, at any
time within 90 days after a "capital treatment event," as described herein, we may provide notice of our intent to redeem the Preferred Stock and may
subsequently redeem, out of assets legally available therefor, the Preferred Stock, in whole but not in part, at a redemption price equal to $10,000 per
share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of undeclared dividends.

Redemption of the Preferred Stock is subject to our receipt of any required prior approvals from the Board of Governors of the Federal Reserve
System, or the "Federal Reserve Board," or any other regulatory authority. Our redemption of the Preferred Stock will cause the redemption of the
corresponding depositary shares. Neither the holders of the Preferred Stock nor the holders of the related depositary shares will have the right to
require redemption.

See "Description of the Depositary Shares" and "Description of the Preferred Stock" for further information about redemptions or repurchases of the
depositary shares or shares of the Preferred Stock.

Voting Rights
The holders of the Preferred Stock and of the depositary shares will not have voting rights, except as specifically required by applicable law and
except as provided below under "Description of the Preferred Stock--Voting Rights." For more information about voting rights, see "Description of
the Preferred Stock--Voting Rights" and "Description of the Depositary Shares--Voting the Preferred Stock" in this prospectus supplement.

Ranking
The Preferred Stock will rank, as to payment of dividends and distribution of assets upon our liquidation, dissolution or winding-up, on a parity with
any series of preferred stock ranking on a parity with the Preferred Stock, including our outstanding series of preferred stock described below under
"Description of the Preferred Stock--Other Preferred Stock," and senior to our common stock and to any series of preferred stock ranking junior to
the Preferred Stock.

Preemptive and Conversion Rights
The Preferred Stock is not subject to any preemptive rights and is not convertible into property or shares of any other class or series of our capital
stock. The holders of the depositary shares do not have any preemptive or conversion rights.

Depositary, Transfer Agent, and Registrar
Computershare Inc. will serve as depositary, transfer agent and registrar for the Preferred Stock and the depositary shares.

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Risk Factors
See "Risk Factors" on page S-7 in this prospectus supplement for a discussion of factors you should consider carefully before deciding to invest in
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the depositary shares.

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RISK FACTORS

Your investment in the depositary shares will involve certain risks. You should carefully consider the following discussion of risks and the other
information contained in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2018, and all subsequent
filings under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, before deciding whether an investment in the depositary shares is
suitable for you.

You are making an investment decision about the depositary shares as well as our Preferred Stock.

As described in this prospectus supplement, we are offering depositary shares representing fractional interests in shares of our Preferred Stock. The
depositary will rely solely on the dividend payments on the Preferred Stock it receives from us to fund all dividend payments on the depositary shares. You
should review carefully the information in this prospectus supplement and the attached prospectus regarding the depositary shares and our Preferred Stock.

The Preferred Stock is an equity security and is subordinate to our existing and future indebtedness.

The shares of Preferred Stock are equity interests and do not constitute indebtedness. This means that the Preferred Stock will rank junior to all of our
indebtedness and to other non-equity claims on us and our assets, including claims in our liquidation. Our existing and future indebtedness may restrict
payment of dividends on the Preferred Stock. In addition, holders of the depositary shares representing the Preferred Stock may be fully subordinated to
interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation or similar proceeding.

Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of preferred stock like the
Preferred Stock, (1) dividends are payable only if declared by our board of directors or a duly authorized committee of the board and (2) as a corporation,
we are subject to restrictions on dividend payments and redemption payments out of lawfully available assets. Further, the Preferred Stock places no
restrictions on our business or operations or on our ability to incur indebtedness or engage in any transactions, subject only to the limited voting rights
referred to below under "--Holders of the Preferred Stock will have limited voting rights."

Dividends on the Preferred Stock are discretionary and non-cumulative.

Dividends on the Preferred Stock are discretionary and non-cumulative. Consequently, if our board of directors or a duly authorized committee of our board
does not authorize and declare a dividend for any dividend period prior to the related dividend payment date, holders of the Preferred Stock would not be
entitled to receive a dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable. We will have no obligation to pay
dividends accrued for a dividend period after the dividend payment date for that period if our board of directors or a duly authorized committee of the board
has not declared a dividend before the related dividend payment date, whether or not dividends on the Preferred Stock or any other series of our preferred
stock or our common stock are declared for any future dividend period. In addition, under the Federal Reserve Board's capital rules, dividends on the
Preferred Stock may only be paid out of our net income, retained earnings or surplus related to other additional Tier 1 capital instruments.

We may be able to redeem the Preferred Stock prior to February 1, 2025.

By its terms, the Preferred Stock may be redeemed by us in whole, but not in part, prior to February 1, 2025 upon our determination in good faith that an
event has occurred that would constitute a "capital treatment event," subject to the approval of the appropriate federal banking agency. See "Description of
the Preferred Stock--Optional Redemption."

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Investors should not expect us to redeem the Preferred Stock on the date it becomes redeemable or on any particular date after it becomes
redeemable.

The Preferred Stock is a perpetual equity security. This means that it has no maturity or mandatory redemption date and is not redeemable at the option of
investors, including the holders of the depositary shares offered by this prospectus supplement. The Preferred Stock may be redeemed by us at our option,
either in whole, or from time to time in part, on any dividend payment date on or after February 1, 2025 or, prior to that date, under certain circumstances
after the occurrence of a capital treatment event. Any decision we may make at any time to propose a redemption of the Preferred Stock will depend upon,
among other things, our evaluation of our capital position, the composition of our stockholders' equity, and general market conditions at that time.

Our right to redeem the Preferred Stock is subject to limitations. Under the Federal Reserve Board's current risk-based capital guidelines applicable to
bank holding companies, any redemption of the Preferred Stock is subject to prior approval of the Federal Reserve Board. We cannot assure you that the
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Federal Reserve Board will approve any redemption of the Preferred Stock that we may propose. There also can be no assurance that, if we propose to
redeem the Preferred Stock without replacing the Preferred Stock with common equity Tier 1 capital or additional Tier 1 capital instruments, the Federal
Reserve Board will authorize the redemption. We understand that the factors that the Federal Reserve Board will consider in evaluating a proposed
redemption, or a request that we be permitted to redeem the Preferred Stock without replacing it with common equity Tier 1 capital or additional Tier 1
capital instruments, include its evaluation of the overall level and quality of our capital components, considered in light of our risk exposures, earnings and
growth strategy, and other supervisory considerations, although the Federal Reserve Board may change these factors at any time.

If the Preferred Stock is redeemed, the corresponding redemption of the depositary shares would be a taxable event to you. In addition, you might not be
able to reinvest the money you receive upon redemption of the depositary shares in a similar security.

If we are deferring payments on our outstanding junior subordinated notes or are in default under the indentures governing those securities, we
will be prohibited from making distributions on or redeeming the Preferred Stock.

The terms of our outstanding junior subordinated notes prohibit us from declaring or paying any dividends or distributions on our preferred stock,
including the Preferred Stock, or redeeming, purchasing, acquiring, or making a liquidation payment on the Preferred Stock, if an event of default under the
indentures governing those junior subordinated notes has occurred and is continuing or at any time when we have deferred payment of interest on those
junior subordinated notes.

Holders of the Preferred Stock will have limited voting rights.

Holders of the Preferred Stock have no voting rights with respect to matters that generally require the approval of voting stockholders. Holders of the
Preferred Stock will have voting rights only as specifically required by applicable law and as described below under "Description of the Preferred Stock--
Voting Rights." Holders of depositary shares must act through the depositary to exercise any voting rights of the Preferred Stock.

We are a holding company and depend on the cash flows of our subsidiaries to fund payments of dividends on the Preferred Stock.

As a holding company, JPMorgan Chase & Co. is dependent on the earnings of its subsidiaries to meet its payment obligations. Under the arrangements
contemplated by the resolution plan submitted by JPMorgan Chase

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& Co. to its banking regulators (the "Resolution Plan"), JPMorgan Chase & Co. has established an intermediate holding company, JPMorgan Chase
Holdings LLC, and has contributed to JPMorgan Chase Holdings LLC the stock of substantially all of its direct subsidiaries (other than JPMorgan Chase
Bank, N.A.) as well as other assets and intercompany indebtedness owing to it. Under these arrangements, JPMorgan Chase & Co. is obligated to
contribute to JPMorgan Chase Holdings LLC substantially all the net proceeds received by it from securities issuances (including, without limitation,
issuances of senior and subordinated debt securities and of preferred and common stock). As a result of these arrangements, JPMorgan Chase & Co.'s
ability to pay interest on its debt securities and dividends on its equity securities (including the Preferred Stock), to redeem or repurchase its outstanding
securities and to fulfill its other payment obligations is dependent on it receiving dividends from JPMorgan Chase Bank, N.A. and dividends and extensions
of credit from JPMorgan Chase Holdings LLC.

JPMorgan Chase Bank, N.A. is subject to restrictions on its dividend distributions, capital adequacy and liquidity coverage requirements, and other
regulatory restrictions on its ability to make payments to JPMorgan Chase & Co., and JPMorgan Chase Holdings LLC is prohibited from paying dividends
or extending credit to JPMorgan Chase & Co. if certain capital or liquidity "thresholds" are breached or if limits are otherwise imposed by JPMorgan Chase
& Co.'s management or board of directors. These regulatory restrictions and limitations on the payments that JPMorgan Chase & Co. is permitted to
receive from JPMorgan Chase Bank, N.A. and JPMorgan Chase Holdings LLC could reduce or hinder its ability to pay dividends and satisfy its debt and
other obligations, or result in JPMorgan Chase & Co. seeking protection under bankruptcy laws at a time earlier than would have been the case absent the
existence of such thresholds.

In addition, JPMorgan Chase & Co.'s right to participate in any distribution of assets from any subsidiary, upon the subsidiary's liquidation or otherwise, is
subject to the prior claims of creditors of that subsidiary, except to the extent that JPMorgan Chase & Co. is recognized as a creditor of that subsidiary. As a
result, the Preferred Stock will be effectively subordinated to all existing and future liabilities of JPMorgan Chase & Co.'s subsidiaries.

An active trading market for the Preferred Stock and the related depositary shares does not exist and may not develop.

The Preferred Stock and the related depositary shares are new issues of securities with no established trading market. We do not intend to list the Preferred
Stock or the depositary shares on any securities exchange. We cannot predict how the depositary shares will trade in the secondary market or whether that
market will be liquid or illiquid. The number of potential buyers of the depositary shares in any secondary market may be limited. Although the
underwriters may purchase and sell the depositary shares in the secondary market from time to time, the underwriters will not be obligated to do so and
may discontinue making a market for the depositary shares at any time without giving us notice. We cannot assure you that a secondary market for the
depositary shares will develop, or that if one develops, it will be maintained. If an active, liquid market does not develop for the depositary shares, the
market price and liquidity of the depositary shares may adversely be affected.

Investors should not rely on indicative or historical data concerning the Secured Overnight Financing Rate.
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In the following discussion of the Secured Overnight Financing Rate, when we refer to SOFR-linked Preferred Stock, we mean the Preferred Stock
(represented by depositary shares) at any time when the dividend rate on the Preferred Stock (represented by depositary shares) is or will be determined
based on the Secured Overnight Financing Rate, including Three-Month Term SOFR.

The Secured Overnight Financing Rate is published by the Federal Reserve Bank of New York ("FRBNY") and is intended to be a broad measure of the
cost of borrowing cash overnight collateralized by U.S. Treasury

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securities. FRBNY reports that the Secured Overnight Financing Rate includes all trades in the Broad General Collateral Rate, plus bilateral U.S. Treasury
repurchase agreement ("repo") transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the
"FICC"), a subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). The Secured Overnight Financing Rate is filtered by FRBNY to remove
a portion of the foregoing transactions considered to be "specials". According to FRBNY, "specials" are repos for specific-issue collateral which take place
at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a
particular security.

FRBNY reports that the Secured Overnight Financing Rate is calculated as a volume-weighted median of transaction-level tri-party repo data collected
from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as General Collateral Finance Repo
transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC's delivery-versus-payment service. FRBNY states that it
obtains information from DTCC Solutions LLC, an affiliate of DTCC.

FRBNY currently publishes the Secured Overnight Financing Rate daily on its website at https://apps.newyorkfed.org/markets/autorates/sofr. FRBNY
states on its publication page for the Secured Overnight Financing Rate that use of the Secured Overnight Financing Rate is subject to important
disclaimers, limitations and indemnification obligations, including that FRBNY may alter the methods of calculation, publication schedule, rate revision
practices or availability of the Secured Overnight Financing Rate at any time without notice.

FRBNY started publishing the Secured Overnight Financing Rate in April 2018. FRBNY has also started publishing historical indicative Secured Overnight
Financing Rates dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. Investors
should not rely on such historical indicative data or on any historical changes or trends in the Secured Overnight Financing Rate as an indicator of the future
performance of the Secured Overnight Financing Rate. Since the initial publication of the Secured Overnight Financing Rate, daily changes in the rate have,
on occasion, been more volatile than daily changes in comparable benchmark or market rates, and the Secured Overnight Financing Rate over time may
bear little or no relation to the historical actual or historical indicative data. In addition, the return on and value of the SOFR-linked Preferred Stock may
fluctuate more than floating rate securities that are linked to less volatile rates.

Changes in the Secured Overnight Financing Rate could adversely affect holders of the SOFR-linked Preferred Stock.

Because the Secured Overnight Financing Rate is published by FRBNY based on data received from other sources, we have no control over its
determination, calculation or publication. There can be no assurance that the Secured Overnight Financing Rate will not be discontinued or fundamentally
altered in a manner that is materially adverse to the interests of investors in the SOFR-linked Preferred Stock. If the manner in which the Secured Overnight
Financing Rate is calculated is changed, that change may result in a reduction in the amount of dividends that accrues on the SOFR-linked Preferred Stock,
which may adversely affect the trading prices of the SOFR-linked Preferred Stock. In addition, the dividend rate on the SOFR-linked Preferred Stock for
any day will not be adjusted for any modification or amendment to the Secured Overnight Financing Rate for that day that FRBNY may publish if the
dividend rate for that day has already been determined prior to such publication. Further, if the dividend rate on the SOFR-linked Preferred Stock during
the Floating Rate Period on any day or for any dividend period declines to zero or becomes negative, no dividends will accrue on the SOFR-linked
Preferred Stock with respect to that day or dividend period.

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The Secured Overnight Financing Rate differs fundamentally from, and may not be a comparable substitute for, U.S. dollar LIBOR.

In June 2017, the Alternative Reference Rates Committee (the "ARRC") convened by the Board of Governors of the Federal Reserve System and FRBNY
announced the Secured Overnight Financing Rate as its recommended alternative to the London interbank offered rate for U.S. dollar obligations ("U.S.
dollar LIBOR"). However, because the Secured Overnight Financing Rate is a broad U.S. Treasury repo financing rate that represents overnight secured
funding transactions, it differs fundamentally from U.S. dollar LIBOR. For example, the Secured Overnight Financing Rate is a secured overnight rate,
while U.S. dollar LIBOR is an unsecured rate that represents interbank funding over different maturities. In addition, because the Secured Overnight
Financing Rate is a transaction-based rate, it is backward-looking, whereas U.S. dollar LIBOR is forward-looking. Because of these and other differences,
there can be no assurance that the Secured Overnight Financing Rate will perform in the same way as U.S. dollar LIBOR would have done at any time, and
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there is no guarantee that it is a comparable substitute for U.S. dollar LIBOR.

Any failure of the Secured Overnight Financing Rate to gain market acceptance could adversely affect holders of the SOFR-linked Preferred
Stock.

The Secured Overnight Financing Rate may fail to gain market acceptance. The Secured Overnight Financing Rate was developed for use in certain U.S.
dollar derivatives and other financial contracts as an alternative to U.S. dollar LIBOR in part because it is considered to be a good representation of general
funding conditions in the overnight U.S. Treasury repo market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not
measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that
market participants would not consider the Secured Overnight Financing Rate to be a suitable substitute or successor for all of the purposes for which U.S.
dollar LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may,
in turn, lessen its market acceptance. Any failure of the Secured Overnight Financing Rate to gain market acceptance could adversely affect the return on,
value of and market for the SOFR-linked Preferred Stock.

Any market for the SOFR-linked Preferred Stock may be illiquid or unpredictable.

The SOFR-linked Preferred Stock will likely have no established trading market when issued, and an established trading market for the SOFR-linked
Preferred Stock may never develop or may not be very liquid. Market terms for securities that are linked to the Secured Overnight Financing Rate, such as
the spread over the base rate reflected in the dividend rate provisions, may evolve over time, and as a result, trading prices of the SOFR-linked Preferred
Stock may be lower than those of later-issued securities that are linked to the Secured Overnight Financing Rate. Similarly, if the Secured Overnight
Financing Rate does not prove to be widely used in securities that are similar or comparable to the SOFR-linked Preferred Stock, the trading price of the
SOFR-linked Preferred Stock may be lower than those of securities that are linked to rates that are more widely used. Investors in the SOFR-linked
Preferred Stock may not be able to sell the SOFR-linked Preferred Stock at all or may not be able to sell the SOFR-linked Preferred Stock at prices that
will provide them with a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased
pricing volatility and market risk.

The manner of adoption or application of reference rates based on the Secured Overnight Financing Rate in the bond and equity markets may differ
materially compared with the application and adoption of the Secured Overnight Financing Rate in other markets, such as the derivatives and loan markets.
Investors should carefully consider how any potential inconsistencies between the adoption of reference rates based on the Secured

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Overnight Financing Rate across these markets may impact any hedging or other financial arrangements which they may put in place in connection with
any acquisition, holding or disposal of the SOFR-linked Preferred Stock.

The dividend rate for the Preferred Stock during the Floating Rate Period may be determined based on a rate other than Three-Month Term
SOFR.

Under the terms of the Preferred Stock, the dividend rate on the Preferred Stock for each dividend period during the Floating Rate Period will be based on
Three-Month Term SOFR, a forward-looking term rate for a tenor of three months that will be based on the Secured Overnight Financing Rate. Three-
Month Term SOFR does not currently exist and is currently being developed under the sponsorship of the ARRC. There is no assurance that the
development of Three-Month Term SOFR, or any other forward-looking term rate based on the Secured Overnight Financing Rate, will be completed.
Uncertainty surrounding the development of forward-looking term rates based on the Secured Overnight Financing Rate could have a material adverse
effect on the return on, value of and market for the Preferred Stock and the related depositary shares. If, at the commencement of the Floating Rate Period
for the Preferred Stock, the Relevant Governmental Body (as defined below) has not selected or recommended a forward-looking term rate for a tenor of
three months based on the Secured Overnight Financing Rate, the development of a forward-looking term rate for a tenor of three months based on the
Secured Overnight Financing Rate that has been recommended or selected by the Relevant Governmental Body is not complete or we determine that the
use of a forward-looking rate for a tenor of three months based on the Secured Overnight Financing Rate is not administratively feasible, then the next-
available Benchmark Replacement under the benchmark transition provisions will be used to determine the dividend rate on the Preferred Stock during the
Floating Rate Period (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to that next-available
Benchmark Replacement).

Under the terms of the Preferred Stock, we are expressly authorized to make determinations, decisions or elections with respect to technical, administrative
or operational matters that we decide are appropriate to reflect the use of Three-Month Term SOFR as the dividend rate basis for the Preferred Stock,
which are defined in the terms of the Preferred Stock as "Three-Month Term SOFR Conventions". For example, assuming that a form of Three-Month
Term SOFR is developed, it is not currently known how or by whom rates for Three-Month Term SOFR will be published. Accordingly, we will need to
determine and to instruct the calculation agent concerning the manner and timing for its determination of the applicable Three-Month Term SOFR during
the Floating Rate Period. Our determination and implementation of any Three-Month Term SOFR Conventions could result in adverse consequences to the
amount of dividends that accrues on the Preferred Stock during the Floating Rate Period, which could adversely affect the return on, value of and market
for the Preferred Stock and the related depositary shares.

Any Benchmark Replacement may not be the economic equivalent of Three-Month Term SOFR.

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Under the benchmark transition provisions of the Preferred Stock, if the calculation agent determines that a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the dividend rate on the Preferred Stock during the Floating
Rate Period will be determined using the next-available Benchmark Replacement (which may include a related Benchmark Replacement Adjustment).
However, the Benchmark Replacement may not be the economic equivalent of Three-Month Term SOFR. For example, Compounded SOFR, the first-
available Benchmark Replacement, is the compounded average of the daily Secured Overnight Financing Rates calculated in arrears, while Three-Month
Term SOFR is intended to be a forward-looking rate with a tenor of three months. In addition, very limited market precedent exists for securities that use
Compounded SOFR as the rate basis, and the method for

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calculating Compounded SOFR in those precedents varies. Further, the ISDA Fallback Rate, which is another Benchmark Replacement, has not yet been
established and may change over time.

The implementation of Benchmark Replacement Conforming Changes could adversely affect holders of the Preferred Stock and the related
depositary shares.

Under the benchmark transition provisions of the Preferred Stock, if a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot
be determined, then the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and
adjustments may be selected or formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) ISDA or (iii) in certain circumstances, us. In
addition, the benchmark transition provisions expressly authorize us to make certain changes, which are defined in the terms of the Preferred Stock as
"Benchmark Replacement Conforming Changes," with respect to, among other things, the determination of dividend periods, and the timing and frequency
of determining rates and making payments of dividends. The application of a Benchmark Replacement and Benchmark Replacement Adjustment, and any
implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the amount of dividends that accrues on the
Preferred Stock during the Floating Rate Period, which could adversely affect the return on, value of and market for the Preferred Stock and the related
depositary shares. Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to the then-current Benchmark that
it is replacing, or that any Benchmark Replacement will produce the economic equivalent of the then-current Benchmark that it is replacing.

We or an affiliate of ours will or could have authority to make determinations and elections that could affect the return on, value of and market
for the Preferred Stock and the related depositary shares.

Under the terms of the Preferred Stock, we may make certain determinations, decisions and elections with respect to the dividend rate on the Preferred
Stock during the Floating Rate Period, including any determination, decision or election required to be made by the calculation agent that the calculation
agent fails to make. We will make any such determination, decision or election in our sole discretion, and any such determination, decision or election that
we make could affect the amount of dividends that accrues on the Preferred Stock during the Floating Rate Period. For example, we are expressly
authorized to determine and implement Three-Month Term SOFR Conventions in order to reflect the use of Three-Month Term SOFR as the Benchmark
for the Floating Rate Period. In addition, if the calculation agent determines that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred, then we will determine, among other things, the Benchmark Replacement Conforming Changes. Furthermore, if the calculation agent
fails, when required, to make a determination that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, or fails,
when required, to determine the Benchmark Replacement and Benchmark Replacement Adjustment, then we will make those determinations in our sole
discretion. Furthermore, we or an affiliate of ours may assume the duties of calculation agent. Any exercise of discretion by us under the terms of the
Preferred Stock, including any discretion exercised by us or by an affiliate acting as calculation agent, could present a conflict of interest. In making the
required determinations, decisions and elections, we or an affiliate of ours acting as calculation agent may have economic interests that are adverse to the
interest of the holders of the Preferred Stock and the related depositary shares, and those determinations, decisions or elections could have a material
adverse effect on the return on, value of and market for the Preferred Stock and the related depositary shares. All determinations, decisions or elections by
us, or by us or an affiliate acting as calculation agent, under the terms of the Preferred Stock will be conclusive and binding absent manifest error.

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JPMORGAN CHASE & CO.

JPMorgan Chase & Co., which we refer to as "JPMorgan Chase," "we" or "us," is a leading global financial services firm and one of the largest banking
institutions in the United States, with operations worldwide. JPMorgan Chase is a leader in investment banking, financial services for consumers and small
businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, JPMorgan Chase serves
millions of customers in the U.S. and many of the world's most prominent corporate, institutional and government clients.

JPMorgan Chase is a financial holding company and was incorporated under Delaware law on October 28, 1968. JPMorgan Chase's principal bank
subsidiary is JPMorgan Chase Bank, N.A., a national bank with branches in 28 states and Washington, D.C. JPMorgan Chase's principal nonbank
subsidiary is J.P. Morgan Securities LLC, a U.S. broker-dealer. JPMorgan Chase's principal operating subsidiary in the United Kingdom is J.P. Morgan
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Securities plc, a subsidiary of JPMorgan Chase Bank, N.A.

The principal executive office of JPMorgan Chase is located at 383 Madison Avenue, New York, New York 10179, U.S.A., and its telephone number is
(212) 270-6000.

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WHERE YOU CAN FIND MORE INFORMATION
ABOUT JPMORGAN CHASE

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Our SEC
filings are available to the public on the website maintained by the SEC at http://www.sec.gov. Such documents, reports and information are also available
on our website at https://jpmorganchaseco.gcs-web.com/financial-information/sec-filings. Information on our website does not constitute part of this
prospectus supplement or the accompanying prospectus.

The SEC allows us to "incorporate by reference" into this prospectus supplement and the accompanying prospectus the information in documents we file
with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically
update and supersede this information.

We incorporate by reference (i) the documents listed below and (ii) any future filings we make with the SEC after the date of this prospectus supplement
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is completed, other than, in each case, those documents or
the portions of those documents which are furnished and not filed:

(a)
Our Annual Report on Form 10-K for the year ended December 31, 2018;

(b)
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019; and

(c)
Our Current Reports on Form 8-K filed on January 15, 2019, January 17, 2019, January 24, 2019, January 29, 2019, January 30, 2019,
March 7, 2019, March 15, 2019, March 22, 2019, April 12, 2019, April 17, 2019, April 24, 2019, May 6, 2019, May 24, 2019, June 27,

2019, July 16, 2019, July 31, 2019, August 2, 2019, August 20, 2019, September 12, 2019, September 26, 2019, October 15, 2019, October
31, 2019, November 1, 2019, November 7, 2019, November 14, 2019 and January 14, 2020.

You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address:

Office of the Secretary
JPMorgan Chase & Co.
4 New York Plaza
New York, New York 10004
212-270-6000

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USE OF PROCEEDS

We will contribute the net proceeds that we receive from the sale of the depositary shares offered by this prospectus supplement to our "intermediate
holding company" subsidiary, JPMorgan Chase Holdings LLC, which will use those net proceeds for general corporate purposes. General corporate
purposes may include investments in our subsidiaries, payments of dividends to us, extensions of credit to us or our subsidiaries or the financing of
possible acquisitions or business expansion. Net proceeds may be temporarily invested pending application for their stated purpose. Interest on our debt
securities and dividends on our equity securities (including dividends on the Preferred Stock represented by the depositary shares offered by this prospectus
supplement), as well as redemptions or repurchases of our outstanding securities, will be made using amounts we receive as dividends or extensions of
credit from JPMorgan Chase Holdings LLC or as dividends from JPMorgan Chase Bank, N.A.

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DESCRIPTION OF THE PREFERRED STOCK

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Document Outline

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